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DEED OF AGREEMENT
TO BE PRINTED ON THE BENEFICIARY/RECEIVER LETTER HEAD

THIS LETTER OF INTENT/DEED OF AGREEMENT (HEREINAFTER REFERRED TO AS “AGREEMENT”)IS EXECUTED

WITHOUT PREJUDICE OR CONFLICT OF INTEREST, DULY UNDERSTOOD AND SIGNED BY BOTH PARTIES ACTING
AT THEIR OWN ACCORD ON SATURDAY, NOVEMBER 19, 2022, BY AND BETWEEN:

COMPANY NAME XXX HOLDING XXX

ADDRESS XXXX XXXXX
COMPANY REGISTRATION 17XXXXXX
REPRESENTED BY PXXXXXAXXXX
PASSPORT NUMBER KXXXXXXX
TELEPHONE
E-MAIL XXXXXXXX

HEREIN NAMED AS THE "PROVIDER", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY, UNDER PENALTY
OF PERJURY OF LAW THAT WE ARE READY, WILLING AND ABLE TO DELIVER THE FOLLOWING BANK
INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW, BASED ON GOOD, CLEAN, CLEAR
UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN;
AND
COMPANY NAME
ADDRESS
COMPANY REGISTRATION

REPRESENTED BY
ID CARD NUMBER
TELEPHONE
E-MAIL

HEREIN NAMED AS THE "BENEFICIARY/RECEIVER", HEREBY CONFIRM, WITH FULL LEGAL RESPONSIBILITY,
UNDER PENALTY OF PERJURY OF LAW, THAT WE ARE READY, WILLING AND ABLE TO FUND AGAINST THE
FOLLOWING BANK INSTRUMENT, UNDER THE TERMS AND CONDITIONS DESCRIBED BELOW WITH GOOD,
CLEAN,CLEAR, UNENCUMBERED FUNDS OF NON-CRIMINAL ORIGIN.

BOTH PARTIES COLLECTIVELY BEING REFERRED TO AS THE “PARTIES”

DESCRIPTION OF BANK INSTRUMENT

1 INSTRUMENT STANDBY LETTER OF CREDIT (SBLC) CASH BACKED
2 TERM OPERATIVE, IRREVOCABLE, ASSIGNABLE AND CONFIRMED
3 ISSUING BANK PRIME BANK
4 AGE /CURRENCY ONE (1) YEAR AND ONE (1) DAY/EURO
5 LEASE FEE THIRTEEN PERCENT (13% OF LEASE) (42% OF PURCHASE) PLUS FOUR PERCENT (4%)
6 FEES 4% ON FACE VALUE (1% PROVIDER SIDE & 1% RECEIVER SIDE),( CONSULTANT 2%)
7 CONTRACT AMOUNT EURO €100 MILLION (ONE HUNDRED MILLION ) PLUS R&E
8 TRANCHES EURO €100 MILLION (ONE HUNDRED MILLION ) ONE TRANCHE
9 DELIVERY DELIVERED BY ISSUING BANK, BANK PAYMENT UNDERTAKING (“BPU”) (EXHIBIT B)
ISSUING BANK TO ISSUE MT-760 PROVIDER TO SEND SWIFT COPIES OF THE MT-799 AND
MT-760 TO THE BENEFICIARY/CLIENT AS SOON AS THEY ARE SENT PAYMENT FOR THE
SBLC TO BE REMITTED WITHIN FIVE (5) BANKING DAYS UPON VERIFICATION AND
CONSOLIDATION OF THE MT-760. HARD COPY TO FOLLOW BY BANK BONDED COURIER
WITHIN TWELVE (12) BANKING DAYS AFTER AUTHENTICATION OF PAYMENT
10 PAYMENT SWIFT MT103
11 HARD COPY BONDED COURIER WITHIN TWELVE BANKING DAYS.
12 PERIOD OF LEASE ONE YEAR AND ONE DAY

PROVIDER’S INITIALS: PAGE 1 OF 19 RECEIVER’S INITIAL

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I, XXXXXX ACCOUNT HOLDER AND AUTHORIZED SIGNATORY, HEREBY CONFIRM WITH FULL LEGAL AND
CORPORATE RESPONSIBILITY, THAT WE ARE READY, WILLING AND ABLE TO UNDERTAKE FOR THE EXCHANGE
OF THE HEREIN DESCRIBED SBLC DERIVED FROM LEGAL SOURCES AND OF NON-CRIMINAL ORIGIN THROUGH
OUR BANKING RESOURCES UNDER THE TERMS AND CONDITIONS STATED HEREIN, AGAINST GOOD, CLEAN,
CLEAR FUNDS OF NON-CRIMINAL ORIGIN.

WHEREAS, THE BENEFICIARY/CLIENT DESIRES TO RECEIVE A COLLATERAL FACILITY FROM THE PROVIDER, IN
FORM OF SBLC FOR THE PURPOSE TO SECURE WORKING CAPITAL AND PROPER MANAGEMENT OF HIS DAILY
BUSINESS, AND FURTHER CONFIRMS WITH FULL CORPORATE AND LEGAL RESPONSIBILITY THAT SUFFICIENT
FUNDS ARE AVAILABLE TO COVER THE COSTS OF THE SAID CREDIT FACILITY.

WHEREAS, THE PROVIDER ACCEPTS BENEFICIARY’S APPLICATION FOR THE COLLATERAL FACILITY, IN FORM OF
SBLC BY ISSUING AND TRANSFERRING TO THE BENEFICIARY ALL ITS RIGHTS ON SBLC TITLE AND ANY OTHER
INTEREST, PLUS FURTHER REPRESENTS AND WARRANTS THAT IT HAS THE ABILITY AND RESOURCE TO CAUSE
THE ISSUANCE & ARRANGE THROUGH ASSOCIATES, CONTRACTS AND SOURCES, WITH FULL CORPORATE
RESPONSIBILITY, SUCH FINANCIAL INSTRUMENT(S) AS REQUIRED AND AS PER TERMS MUTUALLY AGREED
HEREIN. THE PROVIDER HEREBY DECLARES, UNDER FULL PENALTY OF PERJURY, EACH SBLC WILL BE BACKED
BY GOOD, CLEAN, CLEAR FUNDS OF NON-CRIMINAL ORIGIN, FREE & CLEAR OF ALL LIENS, ENCUMBRANCES & ANY
THIRD PARTY INTERESTS.

NOW THEREFORE, THE BENEFICIARY/CLIENT HAS AGREED TO RECEIVE THE INSTRUMENT(S) AND THE
PROVIDER HAS AGREED TO ISSUE/DELIVER SAID INSTRUMENTS BASED ON THE FOLLOWING TERMS AND
CONDITIONS:

TRANSACTION PROCEDURE:
1. RECEIVER SUBMITS DULY SIGN THIS LOI/DOA WITH FULL BANKING COORDINATE WITH BELOW COMPLIANCE
DOCUMENTS INCLUDE:
1.1 LETTER OF INTENT/DEED OF AGREEMENT (LOI/DOA)
1.2 CLIENT INFORMATION SHEET (CIS)
1.3 CORPORATE RESOLUTION (CR)
1.4 NON-SOLICITATION STATEMENT (NS)
1.5 NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT (NCND)
1.6 IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
1.7 RECEIVER SIGNATORY AND COLOR COPY OF PASSPORT
1.8 RECEIVER CERTIFICATE OF INCORPORATION (COI)

2. PROVIDER COUNTERSIGNS THE LOI. THE SIGNED LOI BECOMES LEGAL BINDING COMMERCIAL
CONTRACT (AGREEMENT) BETWEEN THE PARTIES. BOTH PARTIES SHALL LODGE THE AGREEMENT IN THEIR
RESPECTIVE BANKS.

3. AFTER SIGNING THE AGREEMENT, PROVIDER’S BANK SHALL RESPOND RWA VIA MT199 WITHIN THREE
(3) BANKING DAYS FOR CONFIRMING RECEIVER’S CAPABILITY OF RECEIVING BANK AND SEND A COPY TO
RECEIVER’S E-MAIL.

4. WITHIN THREE (3) BANKING DAYS, RECEIVER’S BANK SHALL REPLY BCL VIA MT199 TO PROVIDER S BANK.

5. WITHIN THREE (3) BANKING DAYS, PROVIDER’S BANK SHALL ISSUE PRE- ADVICE(APPENDIX A) VIA SWIFT MT
799 TO THE RECEIVER’S BANK CONFIRMED BY SWIFT MT 799 AND SEND A COPY TO RECEIVER’S E-MAIL.

6. UPON RECEIVING THE MT799 PRE-ADVICE BY RECEIVING BANK, WITHIN THREE (3) BANKING DAYS THE
RECEIVER’S BANK SHALL ISSUE BANK PAYMENT UNDERTAKING (BPU) VIA MT 799 FOR THE COST OF THE
INSTRUMENT (42% + 4% ( FOR PURCHASE ), 13% + 4% ( FOR LEASEE )) AS PER (APPENDIX B).

7. WITHIN THREE (3) DAYS AFTER PROVIDER’S BANKS RECEIVE AND AUTHENTICATE BANK PAYMENT
UNDERTAKING VIA MT 799, PROVIDER’S BANK SHALL ISSUE MT 760 AS PER (APPENDIX C) TO RECEIVER’S
BANK COORDINATE AND SEND A COPY TO RECEIVER’S E-MAIL.
8. WITHIN FIVE (5) BANKING DAYS UPON SUCCESSFUL VERIFICATION AND AUTHENTICATION OF THE MT 760,

PROVIDER’S INITIALS: PAGE 2 OF 19 RECEIVER’S INITIAL

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RECEIVER’S BANK SHALL ISSUE TOTAL PAYMENT OF FEE (42% + 4% ( FOR PURCHASE ), 13% + 4% ( FOR LEASEE ))
COMMISION TO THE MEDIATOR’S AND ARRANGER AS PER CONTRACT BY T/T PAYMENT TO PROVIDER’S
DESIGNATED ACCOUNTS AND SEND A COPY TO PROVIDER EMAIL.

SANCTIONS (NON-PERFORMANCE)
AFTER THIS CONTRACT IS SIGNED BY BOTH PROVIDER AND BENEFICIARY/LESSEE, AND COPIES EXCHANGED
ELECTRONICALLY OR OTHERWISE BY A DELIVERY SERVICE, FAILURE TO FOLLOW THE CLOSING PROCEDURE IN
TIME AND FORM HEREIN IS CONSIDERED BREACH OF THIS CONTRACT AND PUTS THE FAILING PARTY IN
DEFAULT POSITION TO PAY A ONE-TIME PENALTY (NON-PERFORMANCE) FEE OF 2% OF THE CONTRACT VALUE
TO THE PRINCIPAL SUFFERING PARTY PLUS 1% TO THE INTERMEDIARIES/FACILITATORS (0.5% EACH SIDE).

UNAUTHORIZED BANK COMMUNICATION

NEITHER PARTY IS ALLOWED TO CONTACT THE BANK OF THE OTHER PARTY WITHOUT THE AUTHORIZATION
OF THE PARTY WHOSE BANK IS TO BE CONTACTED. ANY UNAUTHORIZED CALLS BY ANY PARTY OR ITS
REPRESENTATIVE AGENTS / BROKERS / LAWYERS TO PROBES OR COMMUNICATION IN AN IMPROPER WAY OR
WAYS INDICATIVE OF DIRECT OR INDIRECT SOLICITATION TO BANK(S) IN THIS TRANSACTION SHALL BE
PROHIBITED AND RESULT TO CONTRACT TERMINATED.
NOTICE: THIS IS A PRIVATE TRANSACTION BETWEEN TWO ENTITIES AND IS NOT TO BE CONSTRUED AS AN
OFFER OF FUNDS OR A SALE/LEASE OF SECURITIES AS DEFINED IN THE US SECURITIES ACT OF 1933/34

RECEIVER/LESSEE OBLIGATION:
THE BENEFICIARY/LESSEE, WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER PENALTY OF
PERJURY, CONFIRMS THAT HE IS FULLY AWARE OF HIS FINANCIAL ABILITY AND FACILITIES WITH HIS BANK
WHEN SIGNING THIS LOI AND/OR OTHER AGREEMENTS AND DOCUMENTS WITH THE PROVIDER.
THE BENEFICIARY/LESSEE FURTHER CONFIRMS THAT THE PROVIDER IS AUTHORIZED TO VERIFY THE FUNDS
OF EACH TRANCHE OF THE CONTRACT WITH HIS BANK, IF NECESSARY. IN THE EVENT OF UNSATISFACTORY
VERIFICATION, THE TRANSACTION WILL BE SUSPENDED IMMEDIATELY AND THE RECEIVER IS IN BREACH OF
THE CONTRACT AND LIABLE FOR LEGAL CONSEQUENCES.

PROVIDER OBLIGATION:
THE BENEFICIARY/LESSEE WITH FULL CORPORATE AND LEGAL RESPONSIBILITIES, AND UNDER PENALTY OF
PERJURY, CONFIRMS THAT PROVIDER IS FULLY AWARE OF THE COMMITMENT OF THE INSTRUMENTS WHEN
COUNTERSIGNING THIS LOI. THE PROVIDER FURTHER CONFIRMS TO DELIVER THE INSTRUMENTS, TO
NEGOTIATE AND MAKE PROPER ARRANGEMENT WITH THE PROVIDER TO CONTINUOUSLY SUPPLY THE
INSTRUMENTS UNTIL THE WHOLE CONTRACTED VOLUME IS EXHAUSTED. WITHOUT EXPRESSED WRITTEN
PERMISSION, NEITHER PARTY SHALL CONTACT THE BANK OF THE OTHER PARTY. BOTH PARTIES MAY CHANGE
BANKING COORDINATES WITH WRITTEN NOTICE TO THE OTHER PARTY.

NON-SOLICITATION
THE BENEFICIARY/LESSEE HEREBY CONFIRMS AND DECLARES THAT THE PROVIDER, ITS ASSOCIATES OR
REPRESENTATIVES OR ANY PERSON OR PERSONS ON ITS BEHALF HAS/HAVE NEVER EVER SOLICITED THE 500
MILLION EUROS STANDBY LETTER OF CREDIT, ITS SHAREHOLDERS OR ASSOCIATES OR REPRESENTATIVES IN
ANY WAY WHATSOEVER THAT CAN BE CONSTRUED AS A SOLICITATION FOR THIS TRANSACTION OR FOR
FUTURE TRANSACTIONS.

FORCE MAJEURE
ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR RESPECTIVE OBLIGATIONS UNDER
THIS AGREEMENT SHALL NOT CONSTITUTE A BREACH HEREUNDER OR GIVE RISE TO ANY CLAIMS FOR DAMAGES
IF, AND TO THE EXTENT THAT SUCH DELAYS OR FAILURES IN PERFORMANCE ARE CAUSED BY EVENTS OR
CIRCUMSTANCE BEYOND THE CONTROL OF SUCH PARTY.
THE TERM “BEYOND THE CONTROL OF SUCH PARTY “INCLUDE LAWFUL ORDER OF GOVERNMENT OR
AUTHORITY, ACT OF WAR, REBELLION OR SABOTAGE, FIRE, FLOOD, EARTHQUAKE OR OTHER NATURAL
DISASTERS. ANY OTHER CAUSE NOT WITHIN THE CONTROL OF SUCH PARTY OR WHICH IS BY EXERCISE OF
REASONABLE DILIGENCE, THE PARTY WILL BE UNABLE TO FORESEE OR PREVENT OR REMEDY.

ARBITRATION

PROVIDER’S INITIALS: PAGE 3 OF 19 RECEIVER’S INITIAL

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ALL DISPUTES AND QUESTIONS WHATSOEVER WHICH ARISES BETWEEN THE PARTIES TO THIS AGREEMENT
AND TOUCHING ON THIS AGREEMENT ON THE CONSTRUCTION OR APPLICATION THEREOF OR ANY ACCOUNT
COST, LIABILITY TO BE MADE HEREUNDER OR AS TO ANY ACT OR WAY RELATING TO THIS AGREEMENT SHALL
BE SETTLED BY THE ARBITRATION IN ACCORDANCE WITH THE ARBITRATION LAWS OF THE ICC.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING CONCERNING THE SUBJECT
MATTER HEREOF AND SUPERSEDES AND REPLACES ALL PRIOR NEGOTIATIONS AND PROPOSED AGREEMENTS,
WRITTEN OR ORAL NEITHER OF THE PARTIES MAY ALTER, AMEND, NOR MODIFY THIS AGREEMENT, EXCEPT BY
AN INSTRUMENT IN WRITING SIGNED BY BOTH PARTIES. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF UNITED KINGDOM. IN THE EVENT THAT EITHER PARTY
SHALL BE REQUIRED TO BRING ANY LEGAL ACTIONS AGAINST THE OTHER IT ENFORCE ANY OF THE TERMS OF
THIS AGREEMENT THE PREVAILING PARTY SHALL BE ENTITLES TO RECOVER REASONABLY ATTORNEY FEES
AND COSTS.
ALL ELECTRONIC SIGNATURES (FAX OR EMAIL), INCLUDING THOSE IN COUNTER-PART, IN REGARD TO THIS
CONTRACT SHALL BE ACCEPTED AS ORIGINAL SIGNATURES. THE PARTIES AGREE THAT THIS AGREEMENT IS
ENTERED INTO VOLUNTARILY, BY MUTUAL CONSENT AND NOT UNDER STRESS.

IN WITNESS WHEREOF, THE PARTIES ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT HAVING SET THEIR HANDS AND SEALS AND INITIAL ON EACH PAGE OF THIS AGREEMENT AS OF
THE DATE FIRST ABOVE WRITTEN.

BENEFICIARY OF BANK INSTRUMENTS :SPECIAL INSTRUCTIONS BENEFICIARY OF THE SBLC WILL BE ISSUED
WITH STANDARD FORMAT ICC ISP' 600/758.

BANKING INFORMATION

PROVIDER’S BANKING COORDINATES TO ISSUE MT799 &MT760 SBLC

BANK NAME PRIME BANK

BANK ADDRESS
SWIFT CODE
ACCOUNT NAME HOLDING XXX
ACCOUNT NUMBER/IBAN
BANK OFFICER XXXXXXX
BANK TELEPHONE/FAX

PROVIDER’S BANKING COORDINATES FOR RECEIVING PAYMENT (13 +4%) (42+4%) OF FACE VALUE :

BANK NAME TBA

BANK ADDRESS TBA
ACCOUNT NAME TBA
SWIFT CODE TBA
ACCOUNT NUMBER/IBAN TBA
BANK OFFICER TBA
BANK TEL/FAX TBA
BANKIER E-MAIL TBA

LESSEE’S/RECEIVER/CLIENT BANKING COORDINATES TO SEND MT199/MT799, BPU BY MT799 OR MT103-72 &

PROVIDER’S INITIALS: PAGE 4 OF 19 RECEIVER’S INITIAL

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TO RECEIVE MT760 SBLC

BANK NAME
BANK ADDRESS

ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
Account Signatory
Bank OFFICER
Bank Officer ID NO
bank TELEPHONE
Bank Email

IMPROPER RELEASE OF THE ABOVE BANKING INFORMATION, FOR ANY REASON, WITHOUT THE WRITTEN PRIOR
AUTHORIZATION OF OTHER PARTY, SHALL BE CONSIDERED AS A BREACH OF CONTRACT AND WILL MAKE A
DEFAULTED PARTY TO BE ACTIONABLE FOR DAMAGES SUSTAINED HEREBY. EACH PARTY IS NOT ALLOWED TO
CONTACT THE OTHER PARTY'S BANK WITHOUT EXPRESSED WRITTEN PERMISSION. ANY PARTY ATTEMPTING TO DO
SO WILL LEAD TO CANCELLATION OF THIS TRANSACTION/AGREEMENT.

ASSIGNMENT
NEITHER PARTY MAY ASSIGN OR DELEGATE ITS INTEREST OR DUTIES WITHOUT PRIOR WRITTEN CONSENT OF THE
OTHER PARTY.

SEVERABILITY
IN THE EVENT THAT ONE OF THE ARTICLES OR ADDENDUM OF THIS AGREEMENT IS CONSIDERED VOID AND
ENFORCEABLE, THE WHOLE AGREEMENT IS CONSIDERED ENFORCEABLE AND CEASES TO EXIST. THE PARTIES SHALL
IN GOOD FAITH NEGOTIATE WITH ANY POSSIBLE CORRECTION TO THE ABOVE EVEN IN ORDER TO PREVENT THE
DISSOLUTION OF THE ENTIRE AGREEMENT.

AGREEMENT EXECUTION
EACH PARTY TO THIS AGREEMENT REPRESENT THAT IT HAS FULL LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT
AND THAT EACH PARTY AGREES TO BE BOUND BY TERMS AND CONDITIONS SET FORTH HEREIN EACH PARTY AGREES
THAT THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY BY AND BETWEEN PARTIES VIA EMAIL OR FACSIMILE
TRANSMISSION WHICH SHOULD BE DEEMED AS ORIGINAL. ALL STATEMENTS MADE BY EITHER PARTY ARE UNDER
PENALTY OF PERJURY.

FOR AND ON BEHALF OF

FOR AND ON BEHALF OF PROVIDER :
BENEFICIARY/LESSEE:
NAME:
TITLE:
PASSPORT/ID NO.:
EXPIRY DATE: :
NATIONALITY:

SIGNATURE & STAMP

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY

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PROVISIONS OF THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL BE:-

INCORPORATE U.S. PUBLIC LAW 126-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL & NATIONAL COMMERCE ACT’’ OR SUCH
OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001)
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTRE
FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).
EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS APPLICABLE. EITHER
PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS
PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO MANNER DELAY THE PARTIES FROM PERFORMING THEIR
RESPECTIVE OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.

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“EXHIBIT A”
FORMAT OF THE PROVIDER’S PRE-ADVICE VIA MT-799
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐SWIFT MESSAGE TEXT‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐-----------------------
SUBJECT: CASH-BACKED SBLC UNDER ICC FORMAT 600
AMOUNT: €XXXX MILLION (€XXX, 000,000) EURO
BENEFICIARY: XXX
TRANSACTION CODE:
WE XXXX(ISSUING BANK AND ADDRESS)----------, ON BEHALF OF OUR CLIENT, HEREBY CONFIRM WITH FULL BANKING
RESPONSIBILITY THAT WE ARE READY TO ISSUE AND DELIVER ONE (1) YEAR AND ONE DAY STANDBY LETTER OF CREDIT
(SBLC) CASH BACKED ICC 600 FORMAT IN THE AMOUNT OF XX(€X,000,000,00) LAWFUL CURRENCY OF THE EUROPEAN
UNION IN FAVOR OF YOUR CLIENT , ACCOUNT NUMBER:_______________. MATURITY: (ONE YEAR AND ONE DAY) VIA SWIFT
MT-760. THIS SWIFT MESSAGE IS VERIFIABLE ON NORMAL BANK-TO-BANK BASIS WITH FULL BANKING RESPONSIBILITY.
WE FURTHER CONFIRM THAT THE SBLC IS IRREVOCABLE AND CASH-BACKED. WE ALSO CONFIRMED THAT THE SOURCE
OF FUNDS IS DERIVING FROM LEGITIMATE SOURCE AND WE HAVE DONE OUR INTERNAL DUE DILIGENCES ACCORDANCE
TO MONEY LAUNDERING ACT. THIS FUND IS CLEAN AND CLEAR FROM ANY CRIMINAL SOURCE. PLEASE CONFIRM YOU ARE
READY TO RECEIVE AND FUND THIS BANK INSTRUMENT AS PER AGREEMENT WITH OUR CUSTOMER ADVISE US THAT
YOUR CLIENT HAS FULLY APPRISED YOU OF THE ARRANGEMENT. THERE WILL BE NO LIENS AND ENCUMBRANCES ON
THIS INSTRUMENT WHICH SHALL BE DELIVERED AND AVAILED VIA MT760 AND EXACT SBLC SHALL BE AS BELOW:

---------------------------------------QUOTE----------------------------------
WE, -------------(ISSUING BANK AND ADDRESS)----------, AT THE REQUEST OF THE ABOVE REFERENCED CLIENT, HEREBY
ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN FAVOR OF SECOND PARTY xxxxxxxxxxxxxxxx, IN THE
AMOUNT OF XX (€XX,000,000,000.00) LAWFUL CURRENCY OF THE EUROPEAN UNION AVAILABLE BY DRAFT UPON
PRESENTATION TO US OF THE ORIGINAL OF THIS LETTER OF CREDIT AT OUR COUNTERS ON MATURITY, BUT NOT
LATER THAN FIFTEEN (15) DAYS AFTER THE MATURITY DATE.SUCH DRAFT, UNDER THIS LETTER OF CREDIT MUST BE
MARKED ON ITS FACE “DRAWN UNDER (ISSUING BANK & ADDRESS), STANDBY LETTER OF CREDIT NUMBER
[XXXXXXXXXXX], DATED XX/XX/2022”.

WE HEREBY AGREE WITH THE DRAWER, ENDORSER AND/OR BONA FIDE HOLDER OF THE DRAFT DRAWN UNDER,
AND IN COMPLIANCE WITH, TERMS OF THE LETTER OF CREDIT, SUCH THAT DRAFT WILL BE DULY HONORED, AT ANY
OF OUR COUNTERS WORLDWIDE, UPON PRESENTATION TO THE DRAWER HEREOF.

SUCH PAYMENT SHALL BE MADE WITHOUT SET-OFF AND CLEAR OF ANY DEDUCTIONS, OR CHARGES, FEES OR
WITHHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITH-HELD OR ASSESSED BY
THE GOVERNMENT OF UNITED KINGDOM OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREOF OR THEREIN.
THIS LETTER OF CREDIT IS IRREVOCABLE AND CASH-BACKED AND IS DRAWN IN ACCORDANCE WITH, AND IS SUBJECT
THE “UNIFORM CUSTOMS AND PRACTICES FOR LETTER OF CREDIT” TO UCP (2007 REVISION) ICC PUBLICATION NO.
600 (UCP 600) AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF UNITED KINGDOM.
THIS IS AN OPERATIVE INSTRUMENT.

FOR AND ON BEHALF OF ( _______________ BANK NAME & FULL ADDRESS _________________ )
------------------------------------------------------------------------------
This pre-advise is valid for seven (7) international banking days only as an operative instrument, no mail confirmation will
follow. All charges are for the account of applicant.
BANK OFFICER: BANK OFFICER:
TITLE; PIN CODE TITLE; PIN CODE

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“EXHIBIT B”
FORMAT OF MT-799 BANK PAYMENT UNDERTAKING

TO BE COMPLETED BY BANK BEFORE SWIFT

SWIFT INPUT : MT-799 IRREVOCABLE PAYMENT UNDERTAKING

SENDER : XXXXXXXXXXX
BANK NAME : XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
BANK ADDRESS : XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
BANK OFFICER : Mr. XXXXXXXXXXXXXXXX
BANKER TEL :
BANKEREMAIL :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NO :
LESSEE :
MR. :
BANK OFFICER : Mr.
TELEPHONE NO. :
FOR CREDIT TO ACCOUNT NO :
FOR THE BENEFIT OF :

WE, XXXXBANK UNDERTAKE UNDER FULL BANKING RESPONSIBILITY THAT WE ARE READY, WILLING AND ABLE
TO RECEIVE AND ACCEPT THIS STANDBY LETTER OF CREDIT INSTRUMENT AND TO FUND THE AMOUNT 15% OF
THE SBLC FACE VALUE TO YOUR CLIENT DESIGNATED BANK ACCOUNT UPON RECEIPT OF THE CONTRACTED
STANDBY LETTER OF CREDIT MT760.
WE CONFIRM THAT PAYMENT FOR THE STANDBY LETTER OF CREDIT WILL BE WIRE TRANSFER SWIFT MT-103
WITHIN FIVE (5) BANKING DAYS AFTER THE VERIFICATION OF SWIFT MT-760.
FOR AND ON BEHALF OF:
ISSUING BANK :
ISSUING BANK ADDRESS :
BANK OFFICER 1 BANK OFFICER 2
TITLE (PIN) TITLE (PIN)

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“EXHIBIT C”
BG/SBLC Format via SWIFT MT-760
VERBIAGE OF SBLC SWIFT MT760 FROM ISSUING BANK

DRAFT STANDBY LETTER OF CREDIT : …….BENEFICIARY

TO:_____________________LIMITED Date:___________

1. By order of and for the account of ____________________ (“the Borrower”), and in consideration of you having granted
and/or agreeing at our request to grant and/or continue to grant to the Borrower from time to time banking facilities and/or
any other banking accommodation whatsoever (including the granting of any time for payment) (“the Facilities”) in such
manner and to such an extent and for so long as you may deem fit, we hereby establish our irrevocable standby Letter of
Credit No:_____________ in favour of yourselves, your assigns and your successors-in-law for an amount of
______________(________) (“the Principal Sum”) and interest on the Principal Sum or any part thereof and other usual
banking charges as may be certified by you in a demand made by authenticated tele-transmission, which certificate shall be
final and conclusive.

2. This Documentary Letter of Credit expires at time on date in place (‘the Expiry Date”).

3. We hereby agree that amounts payable hereunder which are not paid by the close of business on the date of your demand or
such other date for payment as you may stipulate shall bear interest for the period beginning or such date and ending on the
date of its receipt by yourselves. Such interest shall be calculated from time to time at the rate per annum equal to the sum
of ________% and the rate certified by yourselves as being equal to your cost of funding that overdue sum for such period(s)
as you may from time to time select, and will be payable on demand. All interest payable which is not paid when due shall be
added to the overdue sum and itself bear interest accordingly.

4. We hereby undertake that immediately upon receipt on or before the Expiry Date of your demand by authenticated tele
transmission as aforesaid certifying that the sum or sums demanded are required by you in respect of the Borrower’s
liabilities to you which certificate shall be final and conclusive, we will pay to you in immediately payable funds such
amount(s) as demanded and certified by you, and in the manner instructed by you.

5. This SWIFT is the operative instrument and no mail confirmation will follow. This Letter of Credit is subject to the Uniform
customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No.600 and
shall be governed by and construed in accordance with the laws of England. In the event of any inconsistency the laws of
England shall prevail. We hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England.

________________________ _________________________
AUTHORISED BANK OFFICER 1 AUTHORISED BANK OFFICER 2
NAME, TITLE, PIN CODE NAME, TITLE, PIN CODE

PROVIDER’S INITIALS: PAGE 9 OF 19 RECEIVER’S INITIAL

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EXHIBIT D

Format of the SWIFT Message MT 760 - SBLC

FROM
ISSUING BANK :
ADDRESS :
SWIFT CODE :
ACCOUNT HOLDER :
ACCOUNT NUMBER :

TO
RECEIVING BANK :
ADDRESS :
SWIFT CODE :
ACCOUNT HOLDER :
ACCOUNT NUMBER :

STANDBY LETTER OF CREDIT NUMBER :

AMOUNT :
CURRENCY :
DATE OF ISSUE :
DATE OF EXPIRATION :

WE, [ISSUING BANK] HEREBY OPEN OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER XXXXXXXXXX TO THE
ACCOUNT OF XXXXXX XXXXXX, IN THE AGGREGATE AMOUNT OF[AMOUNT IN WORDS] EURO/USD/GBP (EURO/USD/GBP
[AMOUNT IN NUMBERS]). THIS CREDIT IS REDEEMABLE AND PAYABLE ON THE DUE DATE, UPON PRESENTATION AT OUR
COUNTERS AGAINST YOUR DRAFT DRAWN AT SIGHT ON US, STATING THAT THE AMOUNT CLAIMED HAS BECOME DUE AND
REMAINS UNPAID BY THE APPLICANT.

THIS STANDBY LETTER OF CREDIT PARTIAL DRAWINGS ARE NOT PERMITTED. THE DRAFT DRAWN UNDER THIS CREDIT
MUST BE MARKED ON THE FACE "DRAWN UNDER (BANK NAME STANDBY LETTER OF CREDIT NUMBER XXXXXXXXXX". ALL
BANK CHARGES OTHER THAN THAT OF THE ISSUING BANK ARE FOR THE ACCOUNT OF THE BENEFICIARY.

WE HEREBY ENGAGE WITH YOU THAT THE DRAFT DRAWN HEREUNDER WILL BE DULY HONOURED BY US IF DRAWN IN
ACCORDANCE WITH THE TERMS AND CONDITIONS STATED IN THIS STANDBY LETTER OF CREDIT.

SUCH PAYMENT SHALL BE MADE WITHOUT SET OFF AND CLEAR OF ANY DEDUCTIONS OR CHARGES, FEES, OR
WITHHOLDING OF ANY NATURE, NOW OR HEREINAFTER IMPOSED, LEVIED, COLLECTED, WITHHELD OR ASSESSED BY THE
GOVERNMENT OR ANY POLITICAL SUBDIVISION OR AUTHORITY THEREIN OR THEREOF.

THIS STANDBY LETTER OF CREDIT IS VALID FOR ONE YEAR AND ONE MONTH FROM THE DATE OF ISSUE, AND EXPIRES
FIFTEEN DAYS THEREAFTER.

THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS ICC
PUBLICATION NO.600 (LATEST EDITION).

THIS SWIFT IS AN OPERATIVE INSTRUMENT, NO HARD COPY SHALL FOLLOW.

BANK OFFICER BANK OFFICER

PROVIDER’S INITIALS: PAGE 10 OF 19 RECEIVER’S INITIAL

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“EXHIBIT E”
IRREVOCABLE CORPORATE PROTECTION AGREEMENT
DATE : SATURDAY, 19TH NOVEMBER 2022

TO : BOTH PARTIES’ CONSULTANTS

DESCRIPTION OF THE BANK INSTRUMENT

1 INSTRUMENT STANDBY LETTER OF CREDIT (SBLC)

2 TERM OPERATIVE, IRREVOCABLE
3 ISSUING BANK RABOBANK/SIMILAR RATING/BETTER
4 AGE /CURRENCY ONE (1) YEAR AND ONE (1) DAY/EURO
5 PRICE THIRTEEN PERCENT (13% OF LEASE) (42% OF PURCHASE) PLUS TWO PERCENT (4%)
6 INTERMEDIARY FEES 4% ON FACE VALUE (1% PROVIDER SIDE & 1% RECEIVER SIDE) COSULTANT 2%
7 CONTRACT AMOUNT EURO ONE HUNDRED MILLIOIN (€100,000,000.00) PLUS R&E
8 TRANCHES EURO ONE HUNDRED MILLION (€100,000,000.00) ONE TRANCHE
9 DELIVERY DELIVERED BY MT 799 AND 760 AGAINST CONFIRMED BANK PAYMENT UNDERTAKING OR
MT123/72 AND FOLLOWED BY HARD COPY BY BANK BONDED COURIER WITHIN 12
BANKING DAYS AFTER THE AUTHENTICATION OF THE PAYMENT.
12 PAYMENT SWIFT MT103
11 HARD COPY BONDED COURIER WITHIN TWELVE BANKING DAYS AFTER AUTHENTICATION OF THE
PAYMENT
12 PERIOD OF LEASE ONE YEAR AND ONE DAY

WE, XXXXX OF XXXX (BENEFICIARY/LESSEE, HEREINAFTER AS THE “PAYER”), REPRESENTED BY THE DIRECTOR AND
THE AUTHORIZED SIGNATORY XXXXXXX, THE HOLDER OF THAI PASSPORT NO: XXXXX, WITH OFFICE ADDRESS AT
XXXXXXXXXXDO HEREBY IRREVOCABLY GUARANTEE WITH FULL PERSONAL AND CORPORATE RESPONSIBILITY AND
AUTHORITY, UNDER PENALTY OF APPLICABLE PERJURY LAWS, AGREE TO ACT AS PAYER TO PAY THIS IRREVOCABLE
MASTER FEE PROTECTION AGREEMENT WITH AN IRREVOCABLE CORPORATE PAYMENT ORDER WHICH IS AN
INTEGRAL PART OF ABOVE CODED AGREEMENT IN THE TOTAL AMOUNT OF TWO PERCENT (2.00%) OF THE TOTAL
FACE VALUE OF THE BANK INSTRUMENT.

TOTAL TWO PERCENT (2.00%) COMMISSION FEES, ONE PERCENT (1.00%) FOR THE PARTY A SIDE AND ONE PERCENT
(1.00%) FOR THE PARTY B SIDE, WHICH SHALL BE PAID INTO THE BELOW BANK ACCOUNT/S OF BOTH PARTIES’
BENEFICIARIES FOR DISTRIBUTION AND WHICH SHALL INCLUDE ALL ROLLS AND EXTENSIONS.

PROVIDER’S SIDE:
PROVIDER’S SIDE 1%: TOTAL OF TOTAL CONTRACT VALUE WITH R&E WILL BE PAID TO PAYMASTERS:
1.% OF THE FACE VALUE (CLOSED)
PAYMASTER TBA
BANK NAME TBA
BANK ADDRESS TBA
ACCOUNT NUMBER TBA
IBAN CODE TBA
SWIFT CODE TBA
BANK OFFICER TBA
BANK TELEPHONE TBA
OFFICER’S EMAIL TBA
BENEFICIARY NAME TBA
SPECIAL NOTE Same Day Transfer and Immediate Credit - CURRENCY: Euro or US Dollars. All Wire transfers shall incorporate below Text
Message and a copy of Bank Wire Transfer slip shall be emailed to: xxxxxxxxxxxxxxxxxxx for legal verification and
documentation pursuant to Patriot Act/Banking regulations with One Original Contract copy to be filed with Bank
REQUIRED MESSAGE Text Message: The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the following: “THE
REMITTER IS KNOWN TO US. FUNDS ARE CLEAN AND CLEAR OF NON-CRIMINAL ORIGIN. THIS IS DONE WITH FULL BANK
RESPONSIBILITY AND WE ARE SATISFIED AS TO THE SOURCE OF FUNDS SENT TO US.” FOR SAME DAY SETTLEMENT.

PROVIDER’S INITIALS: PAGE 11 OF 19 RECEIVER’S INITIAL

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NOTICE PAYMASTER RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES STATED HEREIN AT ANYTIME BY PROVIDING
WRITTEN REQUEST TO THE PAYOR

RECEIVER’S SIDE
1) TOTAL (.%) OF TOTAL CONTRACT VALUE WITH R&E WILL BE PAID TO PAYMASTERS:

PAYMASTER NAME
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
SPECIAL NOTE
REQUIRED MESSAGE

2) ….% OPEN OF THE FACE VALUE

PAYMASTER NAME
BANK NAME
BANK ADDRESS
ACCOUNT NUMBER
ACCOUNT NAME
SWIFT CODE
SPECIAL NOTE EACH TRANSFER MUST INCORPORATE STATED BELOW TEXT MESSAGE AND A COPY OF BANK WIRE TRANSFER
SLIP MUST BE SENT TO PAYMASTER’S EMAIL: xxxxxxxxxxxxxxxxxxxxxx
REQUIRED MESSAGE “THE REMITTER IS KNOWN TO US. FUNDS ARE GOOD, CLEAN, CLEARED AND OF NON-CRIMINAL AND NON-
TERRORIST ORIGIN, ARE LIEN FREE AND UNENCUMBERED FUNDS, HAS BEEN EARNED FROM FINANCIAL
ENTERPRISES AND FREE FOR INVESTMENTS PURPOSES, ARE PAYBLE IN CASH AND IN FULL AMOUNT
IMMEDIATLY UPON RECEIPT BY BENEFICIARY BANK, BASED ON THE SAME DAY VALUE AND IMMEDIATE
CREDIT

RECIEVER/LESSEE’S SIDE :
TOTAL ONE PERCENT (00.00%) OF TOTAL CONTRACT VALUE WITH ROLLS, EXTENSIONS, ADDITIONS & NEW
CONTRACTS WILL BE PAID.

THIS AGREEMENT/IRREVOCABLE CORPORATE PAYMENT ORDER AND THE PAYMENT OF COMMISSIONS HEREIN ARE SUBJECT
TO THE INTERNATIONAL CHAMBER OF COMMERCE “ICC” AND THE ICC ARBITRATION ACT AS ADOPTED BY THE ICC OFFICE IN
FRANCE, BY THREE ARBITRARY APPOINTEES IN ACCORDANCE WITH ICC RULES. ALL NC/ND CLAUSES AS PRESCRIBED BY ICC
RULES (LATEST EDITION) SHALL APPLY TO THIS AGREEMENT AND PAYMENT ORDER.

THIS AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER IS IRREVOCABLE, DIVISIBLE, AND UNCONDITIONAL,
AND MAY BE ASSIGNED ONLY BY THE BENEFICIARIES NAMED HEREIN. THIS AGREEMENT AND IRREVOCABLE CORPORATE
PAYMENT ORDER MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH ONE SHALL BE DEEMED AN ORIGINAL AND
ALL TOGETHER SHALL CONSTITUTE ONE AND THE SAME DOCUMENT.

A SIGNED FAX OR ELECTRONICALLY TRANSMITTED COPY OF THIS DOCUMENT SHALL BE DEEMED BINDING ON THE
“PARTIES” WITH THE FORCE AS THE SIGNED ORIGINAL. THE AGREEMENT AND IRREVOCABLE CORPORATE PAYMENT ORDER
IS VALID WHEN COMMENCEMENT OF THE ABOVE-REFERENCED TRANSACTION TAKES PLACE AND SHALL REMAIN VALID
AND ENFORCEABLE FOR THE FULL TERMS OF THE TRANSACTION, INCLUDING ANY NEW AGREEMENT BETWEEN THE
PARTIES AND/OR THEIR ASSIGNS.
BENEFICIARIES RESERVE RIGHT TO CHANGE BANK COORDINATES STATED HEREIN AT ANY TIME BY PROVIDING WRITT EN
REQUEST TO THE PARTY B/PAYER. UPON EXECUTION OF THE AGREEMENT AND THE FINAL AGREEMENT AND PRIOR TO, OR
SIMULTANEOUSLY WITH THE FIRST TRANSACTION, WE GUARANTEE THAT THIS IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT & IRREVOCABLE CORPORATE PAYMENT ORDER WILL BE LODGED WITH THE PARTY B/PAYER’S BANK.

THE PARTY B/PAYER’S BANK SHALL PROVIDE THE BENEFICIARIES, BY E-MAILS WITH COPIES OF THE SWIFT RELATED TO
ALL PAYMENT INSTRUCTIONS UPON THE CLOSING OF EACH AND EVERY TRANSACTION OF THE ABOVE TRANSACTION.

THE PARTY B/PAYER’S PAYING BANK DETAILS:

PROVIDER’S INITIALS: PAGE 12 OF 19 RECEIVER’S INITIAL

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BANK NAME
BANK ADDRESS

ACCOUNT NAME
ACCOUNT NUMBER
SWIFT CODE
ACCOUNT SIGNATORY
BANK OFFICER
BANK OFFICER ID NO
BANK TELEPHONE
BANK EMAIL

IN THE EVENT THAT THE TRANSACTION WAS NOT PERFORMED OR ONLY PERFORMED IN PART, THE PAYMASTERS / BENEFICIARIES LISTED
ABOVE SHALL NOT HOLD THE UNDERSIGNED PAYER RESPONSIBLE FOR ANY EXPENSES, CHARGES AND/OR COST, OR HOLD THE PAYER
LIABLE FOR ANY CIVIL AND CRIMINAL ACTIONS. THE UNPERFORMED PART OF THIS IRREVOCABLE MASTER FEE PROTECTION AGREEMENT
WILL THEREFORE AUTOMATICALLY BECOME NULL AND VOID.

IT IS UNDERSTOOD THAT ALL PARTIES HEREIN INVOLVED ARE CONSIDERED TO BE BOUND BY INTERNATIONAL STANDARD OF NON-
CIRCUMVENTION/NON-DISCLOSURE AS GOVERNED BY THE INTERNATIONAL CHAMBER OF COMMERCE, AND IF SUBJECT TO LITIGATION, TO
THE LAWS OF THE INVOLVED COUNTRIES.

PARTIES TO THIS AGREEMENT ARE INDEPENDENT CONTRACTORS AND ALL CONTEMPLATED PAYMENTS AND/OR DISTRIBUTIONS
HEREUNDER ARE DIVIDED INTERESTS. ALL TAXES, FEDERAL, STATE OR OTHER, ARE THE INDEPENDENT RESPONSIBILITY OF EACH OF THE
PARTIES HERETO. REPORTING OF INCOME AND THE PAYMENT OF ANY RELATED TAXES IS THE SOLE RESPONSIBILITY OF THE PARTIES
INDIVIDUALLY.

THIS AGREEMENT WILL BECOME AN INTEGRAL PART AND INCLUDED WITHIN THE LEASING AGREEMENT/LETTER OF
INTENT/TRANSACTION CONTRACT IDENTIFIED WITH TRANSACTION CODE: XXXXXXXXXXXXX, PROVIDER’S CODE: XXXXXXXXXXXXX, AND
LESSEE’S CODE: XXXXXXX AS SOON AS THE CONTRACT BECOMES VALID AND SIGNED. IF NO TRANSACTION IS COMPLETED UNDER THE
AFORESAID TRANSACTION, PROVIDER, AND LESSEE CODES COLLECTIVELY, THEN NO OBLIGATION TO THE BENEFICIARIES/CONSULTANTS
AND ANY OTHER PARTIES UNDER THIS AGREEMENT IS ESTABLISHED.

THE RECEIPT OF THIS DOCUMENT CONSTITUTES ACKNOWLEDGEMENT ON THE PART OF RECIPIENTS HEREOF THAT THE TRANSACTIONS
HEREIN ARE NOT TO BE IN VIOLATION OF EXISTING REGULATIONS AND LAWS AND ALL PARTIES HEREIN ARE BOUND TO OBEY AND BE IN
COMPLIANCE WITH ALL REGULATIONS AND LAWS AS RELATED TO THE TRANSACTIONS HEREIN.

THE SIGNATORY HEREOF AVERS AND CONFIRMS THAT HE HAS THE POWER AND AUTHORITY TO EXECUTE THIS IRREVOCABLE FEE
AGREEMENT AND PAY ORDER.

WE AGREE TO THE ABOVE IRREVOCABLE FEE PROTECTION AGREEMENT IN ITS ENTIRETY.

FINAL APPROVAL OF ALL VERBIAGES, APPENDIX A, B, C, D & E ARE WITH RECEIVER BANK AND SUBJECT TO
CHANGE IF NEEDED BUT FOR NOW AGREED AND ACCEPTED FOR AND ON BEHALF OF THE RECEIVER:

CONFIRMED AND SIGNED ON DAY SATURDAY, NOVEMBER 19TH, 2022

FOR AND ON BEHALF OF LESSEE/PAYOR: XXXX

NAME :
TITLE :
NATIONALITY :
PASSPORT :
ISSUE DATE :

CLIEN’T INFORMATION SHEET

IN ACCORDANCE WITH ARTICLES TWO (2) THROUGH FIVE (5) OF THE DUE DILIGENCE CONVENTION AND THE FEDERAL
BANKING COMMISSION CIRCULAR OF DECEMBER 1998, CONCERNING THE PRVENTION OF MONEYLAUNDERING, AND

PROVIDER’S INITIALS: PAGE 13 OF 19 RECEIVER’S INITIAL

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ARTICLE 350 OF THE SWISS CRIMINAL CODE, THE FOLLOWING INFORMATION MAY BE SUPPLIED TO BANK AND / OR OTHER
FINANCIAL INSTITUTIONS FOR THE PURPOSE OF VERIFICATION OF IDENTITY AND ACTIVITIES OF THE INVESTING MEMBER,
AND THE NATURE AND ORIGIN OF THE FUNDS THAT ARE TO BE UTILIZED. ALL PARTIES HEVE AN OBLIGATION TO RESPECT
PROFESSIONAL SECRECY AND TO TAKE ALL APPROPRIATE PRECAUTIONS TO PROTECT THE CONFIDENTIALITY OF THE
INFORMATION EACH HOLDS IN RESPECT OF THE OTHER’S ACTIVITIES. THIS LEGAL OBLIGATION SHALL REMAIN IN FULL
FORCE AND EFFECT AT ALL TIMES.

CLIENT NAME (SINGNATORY):

CITIZENSHIP:
PASSPORT NUMBER:
PASSPORT ISSUE DATE:
DATE OF BIRTH:
HOME ADDRESS:
HOME PHONE / FAX / CELLULAR
DIRECT EMAIL ADDRESS:
BUSINESS NAME:
BUSINESS ADDRESS:
REGISTERED OFFICER:
REGISTERATION NUMBER:
BUSINESS PHONE, PERSONAL MOBILE,
FAX, E-MAIL
BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
IBAN NUMBER:
ACCOUNT NO:
SWIFT CODE:
BANK OFFICER NAME / TITLE
BANK OFFICER PHONE / FAX / E-MAIL
ACCOUNT SINGATORY:
FUNDS AVAILABLE. IN WORDS:
ORIGIN OF FUNDS:
EARNINGS FROM:
ARE FUNDS FREE AND CLEAR?

DECLARATION: I, XXXXX, HEREBY SWEAR UNDER PENALTY OF PERJURY, THAT THE INFORMATION PROVIDED IS BOTH
TRUE AND ACCURATE. I AM THE SIGNATORY ON THE AFORE MENTIONED BANK ACCOUNT. ALL MONIES ENGAGED IN THIS
TRANSACTION ARE DERIVED FROM NON-CRIMINAL ORIGIN; AND, ARE GOOD, CLEAN AND CLEARED. THE ORIGIN OF FUNDS
ARE IN COMPLIANCE WITH ANTI-MONEY-LAUNDERING POLICIES AS SET FORTH BY THE FINANCIAL ACTION TASK FORCE
(FATF) 6/01.

AGREED AND SIGN THIS SATURDAY,XX XXXXXXX 2023, FOR AND ON BEHALF OF BENEFICIARY/LESSEE

NAME :
TITLE :
NATIONALITY :
PASSPORT :
ISSUE DATE :

LETTER OF ACCEPTANCE OF TERMS AND PROCEDURE

PROVIDER’S INITIALS: PAGE 14 OF 19 RECEIVER’S INITIAL

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TO THE PROVIDER DATE: XX/XX/2023

RE: LETTER OF ACCEPTANCE OF TERMS AND PROCEDURE FOR TRANSACTION NO:

……………………………………

DEAR SIR,
I, XXXX AUTHORISED SIGNATORY OF XXXXXX WITH INTERNATIONAL PASSPORT NUMBER: XXXXX
ISSUED BY MINISTRY OF HOME AFFAIRS, DO HEREBY CONFIRM WITH FULL RESPONSIBILITY THAT WE
HAVE ACCEPTED THE COMPLETE STEP BY STEP TRANSACTION PROCEDURE AND TERMS INDICATED
IN PAGES, 1, 2 AND 3 OF THIS CONTRACT AGREEMENT /LETTER OF INTENT(LOI).

WE DO HEREBY CONFIRM AND GUARANTEE THAT WE SHALL ABIDE BY THE TERMS AND PROCEDURE
OF THIS CONTRACT AND WILL FOLLOW THE STEP BY STEP PROCESS TO ENABLE THE PROVIDER TO
CLOSE THE TRANSACTION AND DELIVER THE INSTRUMENT TO OUR BANK ACCOUNT.

I, XXXXXX REPRESENTING XXXXX DO HEREBY AUTHORISE YOUR BANK TO EITHER SUSPEND,

WITHDRAW, CANCEL OR TERMINATE THIS CONTRACT AGREEMENT / TRANSACTION NUMBER:
----------------------------------------------- FROM YOUR BANK IF THERE IS ANY REPORTED CASE OF OUR
ABUSE OF THE TERMS AND PROCEDURE OR OUR FAILURE TO FOLLOW THE STEP BY STEP PROCEDURE
INDICATED IN PAGES 1,2 AND 3 OF THIS CONTRACT.

THANKS FOR YOUR CO-OPERATION.

FOR AND ON BEHALF OF:

XXXXXX

AUTHORISED SIGNATORY: XXXXX

SIGN:
PASSPORT NUMBER:
ISSUING AUTHORITY:
ISSUE DATE: / EXPIRY DATE:

CONDITIONS:

PROVIDER’S INITIALS: PAGE 15 OF 19 RECEIVER’S INITIAL

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CONDITIONS:
THIS AGREEMENT IS A FULL RECOURSE COMMERCIAL COMMITMENT GOVERNED BY THE LAWS OF THE JURISDICTIONS IN
WHICH BOTH/ALL THE PARTIES RESIDE AND STANDARDS UNDER ICC REGULATIONS.

THE FORCE MAJEURE EXCEPTION CLAUSE OF THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C. PUBLICATION #421)
AND NON-CIRCUNVENTION AND NON-ELUSION & WORKING AGREEMENT, IS HEREBY INCORPORATED IN AND MADE AN
INTEGRAL PART OF THIS DOCUMENT.

ALL THE PARTIES HEREBY AFFIRM AND ATTEST THAT EACH HAS THE AUTHORITY TO ACCEPT AND EXECUTE THIS FULL
LEGAL CONTRACT AND TO BE BOUND BY ITS TERMS AND CONDITION.

THIS TRANSACTION CONSTITUTES BG CREDIT FACILITY OF A BANK INSTRUMENT, CONDUCTED BETWEEN TWO (2)
PRINCIPAL ENTITIES TO BE DEFINED BY CONTRACT AND AS SUCH, IS NOT INTENDED TO BE NOR SHALL BE INTERPRETED AS
A SECURITIES TRANSACTION AS DEFINED BY THE U.S. SECURITIES ACT OF 1933/1934 OR AS AMENDED BY LAW OR ANY
OTHER NATION.

BY SIGNING THIS LOI, ALL THE PARTIES, BG ISSUER BANK, LESSEE BANK, LESSEE AND PROVIDER AGREE UNDER THE
LAWS AND TRADING GUIDELINES SET FORTH BY THE ICC THAT THEY ARE READY WILLING AND ABLE TO COMPLETE
THIS TRANSACTION UNDER THE TERMS AND CONDITIONS STATED WITHIN THIS LETTER OF INTENT.
SIGNED THIS DATE FRIDAY, FEBRUARY 02, 2024

CONFIRMED AND SIGNED ON FREITAG, FEBRUAR 02, 2024

FOR AND ON BEHALF OF BENEFICIARY/LESSEE: XXXXXX

NAME :
NATIONALITY :
PASSPORT # :
ISSUE DATE :
EXPIRY DATE :

STATEMENT OF NON-SOLICITATION OF FUNDS

PROVIDER’S INITIALS: PAGE 16 OF 19 RECEIVER’S INITIAL

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DATE:FRIDAY, FEBRUARY 02, 2024

I, XXXXX AS DIRECTOR AND AUTHORIZED SIGNATORY OF XXXXX DO HEREBY CONFIRM THAT I HAVE REQUESTED OF YOU AND
YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL INFORMATION AND DOCUMENTATION ON BEHALF OF US REGARDING CURRENTLY
AVAILABLE PROJECT FUNDING TO SERVE ONLY OUR INTEREST, AND NOT FOR FURTHER DISTRIBUTION.

I HEREBY AGREE THAT ALL INFORMATION RECEIVED FORM YOU IS IN DIRECT RESPONSE TO OUR REQUEST, AND IS NOT IN ANY WAY
CONSIDERED OR INTENDED TO BE A SOLICITATION OF ANY SORT, OR ANY TYPE OF OFFERING, AND FOR OUR GENERAL KNOWLEDGE
ONLY. I HEREBY AFFIRM UNDER PENALTY OF PERJURY, THAT I HAVE REQUESTED THIS INFORMATION FROM YOU AND YOUR
ORGANIZATION OF OUR CHOICE AND FREE WILL AND FURTHER, AND THAT YOU HAVE NOT SOLICITED US IN ANY WAY.

I HEREBY REPRESENT THAT I AM NOT AN INFORMANT, NOR AM I ASSOCIATED WITH ANY GOVERNMENT AGENCY OF THE UNITED
STATES OF AMERICA, OR ANY OTHER COUNTRY, SUCH AS THE SECRET SERVICE, INTERNAL REVENUE SERVICE, FEDERAL BUREAU OF
INVESTIGATION, CENTRAL INTELLIGENCE AGENCY, SECURITIES AND EXCHANGE COMMISSION, BANKING COMMISSION, NOR ANY
AGENCY WHOSE PURPOSE IS TO GATHER INFORMATION REGARDING SUCH OFFERINGS.

I UNDERSTAND FROM YOU THAT THE CONTEMPLATED TRANSACTION IS STRICTLY ONE OF PRIVATE PLACEMENT, AND IS IN NO WAY
RELYING UPON, OR RELATING TO, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR RELATED REGULATIONS, AND
DOES NOT INVOLVE THE SALE OF SECURITIES.

FURTHER, I HEREBY DECLARE THAT YOU HAVE DISCLOSED THAT YOU ARE NOT A LICENSED SECURITY TRADER, ATTORNEY, BANK
OFFICER, CERTIFIED PUBLIC ACCOUNTANT OR FINANCIAL PLANNER. ANY INFORMATION, WORK OR SERVICE CONDUCTED
HEREUNDER IS THAT OF A PRIVATE INDIVIDUAL AND THAT THIS IS A PROJECT FUNDING TRANSACTION THAT IS EXEMPT FROM THE
SECURITIES ACT AND NOT INTWELVEDED FOR THE GENERAL PUBLIC BUT PRIVATE USE ONLY.

THE FACSIMILE / E-MAIL TRANSMISSION OF THIS DOCUMENT SHALL BE CONSIDERED A BINDING AND ENFORCEABLE INSTRUMENT,
TREATED AS ORIGINAL COPY. ORIGINAL MAY BE OBTAINED UPON REQUEST.

CONFIRMED AND SIGNED ON FREITAG, FEBRUAR 02, 2024

FOR AND ON BEHALF OF BENEFICIARY/LESSEE: XXXXX

NAME :
NATIONALITY :
PASSPORT # :
ISSUE DATE :
EXPIRY DATE :

PROVIDER’S INITIALS: PAGE 17 OF 19 RECEIVER’S INITIAL

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NON-CIRCUMVENTION AND NON-DISCLOSURE

ALL PARTIES DO HEREIN AGREE THAT THE NON-CIRCUMVENTION AND NON-DISCLOSURE RULES (NCND) OF ALL
ISSUES FROM THE ICC 458 APPLY TO THIS TRANSACTION FOR A PERIOD OF FIVE (5) YEARS FROM DATE OF EXECUTION
OF THIS AGREEMENT BY THE UNDERSIGNED, HIS OR HER ASSIGNS, AGENTS AND/OR HEIRS.

THIS NCND ALSO APPLIES TO ANY AND ALL OTHER TRANSACTIONS DIRECT OR INDIRECT INITIATED BY THESE
INTERMEDIARIES.

THE UNDERSIGNED AGREES THAT THIS FEE PROTECTION IS ASSIGNABLE TO THE BENEFICIARIES, DESIGNS, HEIRS &
ASSIGNS UPON WRITTEN NOTICE OF ALL PARTIES AND SHALL NOT BE AMENDED WITHOUT THE EXPRESS WRITTEN
CONSENT OF THE PARTIES. IF NO CONTRACT IS CONSUMMATED, THIS FEE PROTECTION AGREEMENT IS NULL AND
VOID IN ITS ENTIRETY.

ALL DISCLOSED BANKING INFORMATION SHALL BE STRICTLY CONFIDENTIAL. NO COMMUNICATION BETWEEN

BANKING OFFICERS. OTHER THAN TRANSMISSION BY SWIFT WIRE TRANSFER AND ANY OTHER TRANSMISSION
SPECIFICALLY AUTHORIZED BY THE BENEFICIARIES, IS PERMITTED. ALL COMMUNICATIONS SHALL CLEARLY
REFERENCE THE TRANSACTION CODE, THE PROVIDER'S CODE AND THE LESSEE'S CODE REFERRED TO HEREIN.

SHOULD A CONTRACT BE SIGNED BETWEEN THE PROVIDER AND THE LESSEE, A BANK ENDORSED CORPORATE PAY
ORDER WILL BE ISSUED TO THE PAYMASTER OF EACH GROUP, FOLLOWED BY A SWIFT WIRE TRANSFER TO THE
PAYMASTER'S ACCOUNT, WHEN PAYMENT FOR THE BANK INSTRUMENT IS COMPLETED.

AN EXECUTED FACSIMILE OR EMAIL COPY SHALL BE DEEMED TO BE AS AN ORIGINAL

AGREED AND SIGNED THIS DAY SATURDAY, 19TH NOVEMBER, 2022

FOR AND ON BEHALF OF BENEFICIARY/LESSEE: XXXXX

NAME :
NATIONALITY :
PASSPORT # :
ISSUE DATE :
EXPIRY DATE :

PROVIDER’S INITIALS: PAGE 18 OF 19 RECEIVER’S INITIAL

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LESSEE’S PASSPORT COLOUR COPY

LESSEE’S INCORPORATION CERTIFICATE COPY

PROVIDER’S PASSPORT COLOUR COPY

PROVIDER’S CORPORATE CERTIFICATE COPY

>>>>>>>>>>> XXX END OF DOCUMENT XXX <<<<<<<<<

PROVIDER’S INITIALS: PAGE 19 OF 19 RECEIVER’S INITIAL